Chi ExhCEcxEctCev Ex00660069r469 Silver Creek Industria - PDF document

1 Chiᰛ ExhCEcx᨜EcᘛtCevጛ E昀
Chiᰛ ExhCEcx᨜EcᘛtCevጛ E�r469 Silver Creek Industrial DriveLakeshore, OntarioEe᠚�ḛeရcEEvcᘛthEhCcᘛDhh᠚EtDecember 3, 2015NOTICE IS HEREBY GIVEN that the Annual General Meeting of the holders of the Common Shares of REKO INTERNATIONAL GROUP INC. (the 鍃ompany”) will be held at the Torino Restaurant & Banquet Hall, 12049 Tecumseh Road, Tecumseh, ON N8N 1M1, Canada on Thursday, December 3, 2015 at 3:00 p.m. (E.S.T.) for the following purposes: to receive and approve the consolidated nancial statements of the Company for the year ended July 31, 2015 and the report of the auditors thereon; to elect the Directors of the Company to hold ofce until their successors are elected or appointed at the next Annual General Meeting of the Company; to appoint the auditors of the Company to hold ofce until the close of the next Annual General Meeting of the Company and to authorize the Directors to x the remuneration to be paid to the auditors; and to transact such other business as may properly be brought before the Meeting, or any adjournment thereof.Shareholders who are unable to attend the meeting in person are requested to sign and date the form of proxy mailed to them and return it in the manner explained in the instructions on such form for use at the meeting.DATED at Lakeshore, Ontario, this 19th day of October, 2015 By order of the Board of Directors “Diane Reko鐬 NOTICE OF ANNUAL GENERAL MEETING 5 �eExḙxoOCeF hปct༛avo Ehoo�eCOeCcxḛteGhCEcE�hcvg ᠛�eDD xxhḛChOeCxn$g Ch�xeἛcEܛEcDhܛhFh�v᠚Ghfe&& �hἛ�eDOhEoc᠚eE)Me᠄ḟfDcx᠞CoMVcgg ᠚eEcᘛ E&eCDc᠚eEMQcOOhEgᨍᬗMlcOOhEgᨍᬋVMcOOhEgᨍᬒVVcOOhEgᨍᬇVH 1 Chiᰛ ExhCEcx᨜EcᘛtCevጛ E�r E&eCDc᠚eᤛ� C�vucCDated as of October 19, 2015oeu � xcx᨜ᤛeရOCeF hoxB ป E&eCDc᠚eᤛ� C�vucἛ3xB ปX� C�vucCW輛 ป&vCE oBhܛ Ef�eEEh�᠚eᤛ9 xЛxBḛoeu � xc᠚eᤛeရOCeF hปa鴛xBḛDcEcthDhExfeရChiᰛ ExhCEc᠚eEcᘛtCevጛ E�ᄛ3xBḛX�eDOcE6贛eἛXChieW輛&eCfvoḛc᠛xBḛcEEvcᘛthEhCcᘛDhh᠚EᔛeရoBcChBeughCปeရxBhf�eDOcE鴛xᰛaḛBhuܛc᠛xBḛxeC EᰛChoxcvCcE᠛ꀛacE“vh᠛Bcuu”fn)JV؛xh�vDohЛCecg耛xh�vDohB耛eᤛEHᤛnDn耛eExcC ᰛeᤛxBvCogc6”fgh�hDahἛM耛)Jnțc᠛M-J舛OrDᄛ3hrorxr輛cEܛcE鴛cgJevCEDhE᠛xBhChe&f3xBḛXDhh᠚EtWKᄛᬘBḛoeu � xc᠚eᤛ9 uᘛaḛa鴛Dc ᘛa鴛DcEcthDhExfeရxBḛ�eDOcE鴛cEܛ xป�eo᠛9 uᘛaḛaeCEḛa鴛xBḛ�eDOcE6rEex �ḛcEܛc��hooOn November 29, 2012, Canadian Securities Administrators published notice that they were adopting amendments to National Instrument 54-101 – Communications with Benecial Owners of Securities of a Reporting Issuer and to National Instrument 51-102 – Continuous Disclosure Obligations. These amendments, among other things, provide issuers with the option of using “Notice and Access” to deliver meeting materials, including this Circular, electronically by providing shareholders with a notice (the “Notice”) of their availability and access to such materials online. The Company adopted Notice

2 and Access because it allows for the re
and Access because it allows for the reduction of printed paper materials, reduced costs associated with shareholder meetings and provides information to shareholders on a timelier basis. Instead of mailing meeting materials to shareholders, the Company posted this Circular on its website, www.rekointl.com/disclosure, under the “Investor Relatio湳” tab, in addition to the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com. The Company sent the Notice and a form of proxy to all shareholders informing them that this Circular is available on-line and explaining how this Circular may be accessed. The Company set the Record Date (as hereinafter dened) at least 40 days before the Meeting and also led a form of notication of the Record Date and the meeting date on SEDAR at least 25 days before the Record Date.For the Meeting, the Company is using Notice and Access for both registered and non-registered shareholders. Neither registered nor non-registered shareholders will receive a paper copy of this Circular unless they contact the Company after it is posted, in which case the Company will mail this Circular within three business days of any request provided the request is made PRIOR to the Meeting. The Notice provides an explanation of how to obtain a paper copy of this Circular. The Company must receive your request prior to 5:00 pm, EST on November 23, 2015 to ensure you will receive paper copies in advance of the deadline to submit your vote.PROXIES 3 2 OCeF鴛 Eธἔ�x᨜Eo᜛OCeF鴛 ᤛxBḛ&eC༛eရxBḛDc uhܛOCeF鴛9 uᘛ�eE&hCfg o�Ch᠚eEcC鴛cvxBeC x鴛vOeᤛ᜛OCeF鴛BeughἛEcDhܛxBhCh Ef9 xЛChoOh�᠛xᰛxBḛDcxxhἛ ghE᠚& hܛ ᤛxBḛDc uhܛEe᠚�h耛cEgf9 xЛChoOh�᠛xᰛcDhEgDhExปcEܛGcC c᠚eEปxBhChxᰛcEܛcE6fexBhἛDcxxhCปxBc᠛Dc鴛OCeOhCu鴛aḛaCevtB᠛ah&eCḛxBḛDhh᠚Et”feἛcE鴛cgJevCEDhE᠛xBhChe&rYour shares represented by proxy will be voted or withheld from voting in accordance with your instructions on any ballot that may be called for. If you have specied with certainty a choice with respect to any matter to be acted upon, your shares will be voted accordingly. ရ6eᐛgᰛEe᠛OCeG gḛGe᠚Eᔛ EoxCv�᠚eEปcปoOh� & hܛcaeGh”f6evἛoBcChปChOChohExhܛa鴛xBḛOCeF鴛9 uᘛaḛGexhܛcofCh�eDDḙgḇfa6fDcEctḏḙxrValidity of proxyYour proxy will not be valid unless it is dated and signed by you or by your attorney duly authorized in writing. In the case of a shareholder who is a company, a proxy will not be valid unless it is executed under its seal or by a duly authorized ofcer or agent of, or attorney for, such corporate shareholder. If an attorney or agent for an individual shareholder or joint shareholders executes a proxy by an ofcer, attorney, or other authority for a corporate shareholder, the instrument empowering the attorney, ofcer or agent, as the case may be, or a notarial copy thereof, should accompany the proxy.Deposit of proxyIn order to be valid and effective, proxies must be delivered either by mail to CST Trust Company, Att: Proxy Dept., P.O. Box 721, Agincourt, Ontario M1S 0A1, by no later than 3:00 p.m. (E.S.T.) on December 1, 2015, or delivered to the Chair of the Meeting prior to the commencement ofthe Meeting.All non-registered shareholders who receive

3 these materials through a broker or oth
these materials through a broker or other intermediary should complete and return the materials in accordance with the instructions provided by such broker or other intermediary.Amendments or variations and other mattersThe management of the Company is not aware of any amendments to, or variations of, any of the matters identied in the mailed Notice or any other matter that may be brought before the Meeting. However, a proxy in the form of the mailed form will confer discretionary authority upon a proxy holder named therein to vote on any amendments to, or variations of, any of the matters identied in the mailed Notice in addition to any other matter, which may properly be brought before the Meeting, or any adjournment thereof. cOOe ExDhE᠛cEܛChGe�cx eᤛeရOCeF hoThe persons named in the mailed form of proxy are Directors and/or Ofcers the Company.cป᜛oBcChBeughἛeရxBḛ�eDOcE6耛6eᐛBcGḛxBḛC tB᠛xᰛcOOe Exf᜛OhCoeᤛeἛ᜛�eDOcE鴛exBhἛxBcᤛxBḛOhCoeEปEcDhܛ ᤛxBhfDc uhܛ&eC༛eရOCeF鴛xᰛcxxhEܛxBḛDhh᠚EᔛcEܛc�᠛cป6evCfOCeF鴛BeughCᄛᬚရ6eᐛgᰛEe᠛9cE᠛xᰛcOOe E᠛xBḛOhCoeᤛEcDhgf ᤛxBḛDc uhܛ&eC༛eရOCeF6耛6eᐛoBevuܛ EohCx耛 ᤛxBḛaucEifoOc�ḛOCeG ghg耛xBḛEcDḛcEܛcggChoปeရxBḛOhCoeᤛeἛ�eDOcE6f9Be༛6eᐛ9 oЛxᰛcOOe E᠛cปOCeF鴛BeughCᄛᬘBc᠛OhCoeᤛeCf�eDOcE鴛EhhܛEe᠛aḛ᜛oBcChBeughἛeရxBḛ�eDOcE6rYou may indicate the manner in which your appointee is to vote or withhold from voting with respect to any specic item by checking the appropriate space on the mailed form of proxy. If you wish to confer discretionary authority with respect to any item of business then the space opposite the item is to be left blank. The common shares in the capital of the Company (the 鍃ommon Shares”) represented by your proxy will be voted in accordance with your directions.If you have given a proxy, you may later revoke it by: (a) signing a proxy bearing a later date and depositing it as provided under “Deposit of Proxy”, below; (b) signing and dating a written notice of revocation (in same manner as the mailed form of proxy is required to be executed, as set out under “Validity of Proxy”, below) and faxing it to the ofce of CST Trust Company, Att: Proxy Department, Box 721, Agincourt, Ontario, M1S 0A1 at 416-368-2502 or email at proxy@canstockta.com; or delivering it in person, or by mail, to the registered ofce of the Company, Att: Corporate Secretary, 469 Silver Creek Industrial Drive, Lakeshore, Ontario, N8N 4W2, or via fax to the registered ofce of the Company, Att: Corporate Secretary, at (519) 727-6681, at any time up to and including the last business day preceding the day of the Meeting or any adjournment thereof, or to the Chair of the Meeting on the day of the Meeting; or (c) in any other manner provided by law. Such revocation will have effect only in respect of those matters upon which a vote has not already been cast pursuant to the authority conferred by the proxy.PROXIESPROXIES 5 4 ExhChธᬜရ�hCxc ᤛOhCoeEป ᤛDcxxhCปxᰛaḛc�xhܛvOeᤛcEܛDcxhC cᘛxCcEoc�x᨜EoNo director or executive ofcer of the Company at any time since the beginning of the Company’s last completed nancial year, no proposed nominee for election

4 as a director nor any associate or af
as a director nor any associate or afliate of any such director, executive ofcer or nominee, has any material interest, direct or indirect, by way of benecial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, except as disclosed in this Circular.No informed person (as such term is dened under applicable securities laws) of the Company, proposed nominee for election as a director of the Company or any associate or afliate of any informed person or proposed director nominee has or had a material interest, direct or indirect, in any transaction since the beginning of the Company’s last nancial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries or afliates.Gex EᔛoBcChปcEܛOC E� OcᘛBeughCปeရGex EᔛoBcChoThe Company is authorized to issue an unlimited number of Common Shares of which there are 6,429,920 issued and outstanding. Holders of Common Shares are entitled to one vote for each Common Share held. Holders of Common Shares of record at the close of business on October 19, 2015 (the “Record Date鐩, are entitled to receive notice of and to vote at the Meeting.The Reko Family Corporation, which is owned or controlled by Shirley Reko and/or trusts of which the beneciaries are Shirley Reko and her children (one of whom is Diane Reko, the CEO and Board Chair of Reko) benecially own 3,032,123 Common Shares. Shirley Reko also benecially owns an additional 296,007 Common Shares, which together with the Common Shares referred to in the immediately preceding sentence represent approximately 51.8% of the issued and outstanding Common Shares. To the knowledge of the directors and ofcers of the Company, no other person benecially owns, or exercises control or direction over, 10% or more of the outstanding Common Shares.oBcCḛe9EhCoB ጛa鴛g Ch�xeCo耛e&& �hCปcEܛxBḛChiᰛ&cD u鴛�eCOeCcx᨜EAll of Reko’s proposed directors, ofcers and, direct and indirect shareholders of The Reko Family Corporation own benecially or exercise control or direction over 4,102,590 Common Shares or approximately 63.8% of the Common Shares. E&eCDcx᨜ᤛ E�eCOeCcxhܛa鴛Ch&hChE�ḛcEܛcgg x ᰙcufᨙ&ᰟDcx ᰙThis document is available on www.sedar.com, along with all other documents incorporated by reference in this Circular. Upon written request by any shareholder, the Company will provide such shareholder with a copy of these documents, free of charge, by writing: Reko International Group Inc., Att: Investor Relations, 469 Silver Creek Industrial Drive, Lakeshore, Ontario, N8N 4W2. Additional information relating to the Company also may be found at www.sedar.com. Financial information is provided in the Company’s consolidated nancial statements and MD&A for 2015.PROXIESPROXIES 7 AGM BUSINESS DcxxhCปxᰛaḛc�xhܛvOeᤛc᠛xBḛDhhx Et1. Financial statementsManagement, on behalf of the board of directors of Reko (the “Board鐩, will submit to Reko shareholders at the Meeting its Consolidated Financial Statements for the scal year ended July 31, 2015, together with the Independent Auditors’ report thereon. 2. Election of DirectorsThe Company’s articles of incorporation provide that the Board will consist of between three (3) an

5 d ten (10) directors. While shareholder
d ten (10) directors. While shareholder approval is required to x the number of directors outside this range, the Board is authorized to x the number of directors within this range. In the current year, the Board is recommending four (4) directors for election at the Meeting, consistent with the prior year. All three independent (for the purposes of this Circular, a director is independent if he or she would be independent within the meaning of sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees, hereinafter, “Independent”) directors serve as both Audit Committee and Compensation Committee members. The directors of the Company are elected each year at the Annual General Meeting of the Company and hold ofce until their successors are elected or appointed. The management of the Company and the persons named in the mailed form of proxy intend to vote for the election of the nominees set out below. Each nominee is presently a director of the Company. Each director elected will hold ofce until the next Annual General Meeting of the Company unless he/she sooner ceases to hold ofce. Should such a vacancy occur between Annual General Meetings, the vacancy may be lled by the Board appointing a director to serve until the next Annual General Meeting.IndependenceThe four (4) nominees standing for election as directors of the Company at the Meeting are set forth below. Three (3) of the director nominees (75%) are Independent, while the remaining director nominee is a member of management (25%). 9 8 JOHN SARTZ,Ajax, Ontario,CanadaDIRECTOR SINCE:DIRECTOR:YesVICTOR NEUFELD,Lakeshore, Ontario,CanadaDIRECTOR SINCE:INDEPENDENT DIRECTOR:YesMr. Sartz is the President of Viking Capital Corp. Mr. Sartz’s areas of expertise include nancial accounting, nance and corporate nance.Mr. Neufeld is the Chief Executive Ofcer and Chair of the Board of Aphria Inc. Mr. Neufeld is a Chartered Accountant and formerly a Partner at Ernst & Young LLP. He currently sits on the board of Enwin Utilities Ltd., the local energy provider. Mr. Neufeld’s areas of expertise include nancial accounting, manufacturing, distribution and management. BOARD & COMMITTEESBOARD & COMMITTEESOTHER PUBLIC COMPANY BOARDS/COMMITTEESOTHER PUBLIC COMPANY BOARDS/COMMITTEESSECURITIES OWNED, CONTROLLED OR DIRECTEDSECURITIES OWNED, CONTROLLED OR DIRECTEDBOARD COMPENSATION BOARD COMPENSATIONBoardAudit CompensationStrategic PlanningAnnual GeneralBoardAudit CommitteeCompensationStrategic PlanningAnnual GeneralCommon shares (26,100 shares)Stock options (15,000 options)TOTAL VALUE OF SECURITIESCommon shares (8,000 shares)Stock options (15,000 options)TOTAL VALUE OF SECURITIESAnnual feeMeeting feeTOTAL BOARD COMPENSATIONAnnual feeMeeting feeTOTAL BOARD COMPENSATIONATTENDANCEATTENDANCE $77,256 92,056 23,68038,480 12,000 14,200 26,200 $12,000 14,200 26,200 10 of 104 of 41 of 110 of 104 of 41 of 10 of 1 Unless a shareholder instructs otherwise, the Reko ofcer whose name has been pre-printed on the form of proxy intends to vote FOR the nominees listed below. If for any reason a nominee becomes unable to stand for election as a director of Reko or if management proposes any additional nominees for election as directors, the Reko ofcer whose name has been pre-printed on the form of proxy intends to vote for any substitute or additional nominee proposed by mana

6 gement. DIANE REKO,Lakeshore, Ontario,Ca
gement. DIANE REKO,Lakeshore, Ontario,CanadaDIRECTOR SINCE:INDEPENDENT DIRECTOR:Ms. Reko is the Chair of the Board, Chief Executive Ofcer and Secretary/Treasurer. She was appointed Chair and Chief Executive Ofcer on December 23, 2007. Ms. Reko was appointed Secretary/Treasurer on November 21, 1984. Ms. Reko’s areas of expertise include the automotive industry, nancial accounting and management.(2) - Does not include 3,032,123 common shares held by Reko Family Corporation, of which Ms. Reko is a director and ofcer, and a daughter of the controlling shareholder. BOARD & COMMITTEESOTHER PUBLIC COMPANY BOARDS/COMMITTEESSECURITIES OWNED, CONTROLLED OR DIRECTEDBOARD COMPENSATIONBoard Strategic PlanningAnnual GeneralCommon shares (178,035 shares) Stock options (105,000 options)TOTAL VALUE OF SECURITIESAnnual feeMeeting feeTOTAL BOARD COMPENSATIONATTENDANCE526,984 541,784 10 of 101 of 1 DR. ANDREW J. SZONYI,Toronto, Ontario,CanadaDIRECTOR SINCE: DIRECTOR:YesDr. Szonyi is President of Andrew J. Szonyi & Associates Inc. He is a Licensed Professional Engineer and earned a PhD in engineering, an MBA and GPLLM, all from the University of Toronto. Dr. Szonyi’s areas of expertise include the automotive industry, nance and business management, and he has served on the Boards of several public and private corporations in Canada and overseas.(1) - Lead Director BOARD & COMMITTEESOTHER PUBLIC COMPANY BOARDS/COMMITTEESSECURITIES OWNED, CONTROLLED OR DIRECTEDBOARD COMPENSATIONBoardAuditCompensationStrategic PlanningAnnual GeneralClearford Water Systems Inc. (TSX Venture) - Audit Chair Aphria Inc. - CEO and Chair of the BoardCommon shares (18,860 shares)Stock options (15,000 options)TOTAL VALUE OF SECURITIESAnnual feeMeeting feeTOTAL BOARD COMPENSATIONATTENDANCE55,82670,62618,000 14,200 $32,200 10 of 104 of 41 of 1 Proposed nomineesThe following table sets forth information with respect to each of the nominees for director, including a brief biography, date rst elected or appointed as a director of the Company, Board and Committee attendance, Board compensation in the last year, the number of Reko securities benecially owned, controlled or directed, indirectly or directly by each nominee and the total value of the securities as at the Record Date, as well as other public company boards on which the nominee currently serves or has recently served. None of these nominees serve together on the boards of other public companies. 10 REKO INTERNATIONAL GROUP INC. Eᰘho-None of the nominee directors: is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director or chief executive ofcer or chief nancial ofcer of any company (including the Company) that, while that person was acting in that capacity: was the subject of an order (as dened in National Instrument 51-102F2) that was issued while the proposed director was acting in the capacity as director, chief executive ofcer or chief nancial ofcer; or was subject to an order that was issued after the proposed director ceased to be a director, chief executive ofcer or chief nancial ofcer, and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive ofcer or chief nancial ofcer; orb. is at the date hereof, or has been within 10 years before the date of this

7 Circular, a director or executive of
Circular, a director or executive ofcer of any company (including the Company) that while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or has, within 10 years before this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director. Information that is not within the knowledge of the Company, related to cease trade orders, bankruptcies, Common Shares and stock options benecially owned by the nominee directors or over which they exercise control or direction, has been furnished by the nominee directors. In calculating the total value of securities, we have used the closing price of Reko common shares on the TSX Venture Exchange (“TSXV鐩n the Record Date ($2.96). In valuing stock options for purposes of calculating the total value of securities, we have included only the in-the-money amount of exercisable shares calculated based on the closing price of Reko common shares on the Record Date.3. Appointment of Independent AuditorBased on the recommendations of the Audit Committee, the directors propose to appoint PricewaterhouseCoopers LLP as Reko’s Independent Auditor and authorize the Audit Committee to x the Independent Auditor’s remuneration. PricewaterhouseCoopers LLP has been Reko’s Independent Auditor since 2010.Representatives of PricewaterhouseCoopers LLP are expected to attend the Meeting, will have the opportunity to make a statement, if they so desire, and are expected to be available to respond to appropriate questions. Refer to “Audit Committee Report” on page 19 for a summary of fees paid to PricewaterhouseCoopers LLP in respect of 2015 and 2014. REKO INTERNATIONAL GROUP INC. 13 Corporate governance The Board is committed to fostering a healthy governance culture at the Company. The Company believes that a healthy governance culture requires that directors be informed of both internal corporate and external developments that may affect the business and affairs of the Company and that an atmosphere of open communication, trust, candour, healthy debate and even constructive dissent be part of the corporate decision making and directorial oversight process. Directors have statutory and duciary obligations to act honestly and in good faith with a view to the best interests of the Company. They also have a duty of care in making decisions, including being properly informed so they can perform the tasks their position entails. The Board demands that these standards are met by its members at all times.The Board’s authority is exercised in accordance with: Business Corporations Act (Ontario); the Company’s articles of incorporation and by-laws; the Company’s Code of Conduct (the “Code of Conduct鐩; the charters of the Board and the Board committees; and, other applicable laws and regulations including those imposed on the Company by the Canadian Securities Administrators (“CSA”) a

8 nd the TSX Venture Exchange (on which th
nd the TSX Venture Exchange (on which the Company’s Common Shares are listed).The Board approves all material decisions that affect the Company and its subsidiaries before they are implemented. The Board delegates to management the authority and responsibility for the day-to-day affairs of the Company and reviews management’s performance. The Board expects management to manage the Company in a manner that enhances shareholder value, is consistent with the highest level of integrity and is compliant with applicable law.In April 2005, the Ontario Securities Commission (“OSC”) adopted National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) and Companion Policy 58-201CP – Corporate Governance Guidelines (“58-201CP鐬 together with 58-101, the “CSA Guidelines”), providing corporate governance “best practices”. In June 2005, the OSC issued amendments to what is now National Instrument 52-110 – Audit Committees (“NI 52-110”) which introduced new standards for the composition of Audit Committees, as well as additional disclosure standards in respect of Audit Committees. In accordance with the requirements of NI 58-101, additional corporate governance disclosure is set out in the attached Appendix A. The CSA Guidelines, as well as the evolving best practices in corporate governance, including the amendments to NI 52-110, are considered by the Board in the context of the Company’s objectives in order to implement the most effective corporate governance policies and practices for the Company. The Company applies the standards set out in the CSA Guidelines, with a view to apprising investors of the Company’s “best practices” approach to responsible corporate governance.CORPORATE GOVERNANCE 15 14 Committee members have experience in top leadership roles (all three are currently Presidents/Chief Executive Ofcers in other companies), a mix of functional experience and competency, and tenures as directors of public companies. This understanding has also been garnered through their service on the Compensation Committee (Mr. Neufeld for 10 years, and Mr. Sartz and Mr. Szonyi for 4 years).The Compensation Committee oversees the overall corporate policy with respect to compensation and benets and makes recommendations to the Board on, among other things, the compensation of senior management and the directors. In assessing compensation issues, the Compensation Committee reviews and examines in detail the performance of senior management.The Compensation Committee periodically considers the compensation of directors and senior management, and the Compensation Committee brings the resulting suggestions to the Board for its consideration. The Board and the Compensation Committee have considered appropriate compensation levels and mechanisms in view of, inter alia, recent economic developments. The Compensation Committee Charter is attached as Appendix B.Audit CommitteeThe Audit Committee is composed of directors that are Independent. The Company believes the oversight responsibility of the Audit Committee provides a key stewardship role for the Audit Committee in the Company’s nancial disclosure issues, internal controls, risk management, corporate nance and related matters. Disclosure related to the Audit Committee is attached as Appendix C.In reviewing the audited nancial stateme

9 nts of the Company, the Audit Committee
nts of the Company, the Audit Committee discusses the quality, not just acceptability, of the accounting principles, the reasonableness of signicant judgments, and the clarity of disclosure in the nancial statements. In addition, the Audit Committee discusses with the Company’s auditors the overall scope and plans for their audit. The Audit Committee meets with the auditors with and without management present, to discuss the results of their examination and the overall quality of the Company’s nancial reporting. The Audit Committee also carefully reviews evolving audit committee regulations and best practices to ensure corporate alignment with the spirit and intent of such regulations and practices.Chief Executive Oὣer performanceOn an annual basis, the Company circulates a proposed strategic plan and budgets, which are discussed and, if appropriate, adopted by the Board. These form the basis of the corporate objectives which the Chief Executive Ofcer is responsible for meeting. The Compensation Committee assesses management’s performance and reviews its compensation, as discussed below.Shareholder feedback and communicationThe Company views its shareholders and investors as owners and partners, and senior executives – the Chief Executive Ofcer and the Chief Financial Ofcer – are committed to being accessible. They comprise the Company’s management Disclosure Committee, and monitor all communications The Company has established that three of the four directors (all but Ms. Reko) are Independent since they have no material relationship with the Issuer.The Company is also subject to the requirements of Canadian provincial securities legislation, including those relating to the certication of nancial and other information by the Company’s principal executive ofcer and principal nancial ofcer; oversight of the Company’s external auditors; enhanced independence criteria for audit committee members; the pre-approval of permissible non-audit services to be performed by the Company’s external auditors; and the establishment of procedures for the anonymous submission of employee complaints regarding the Company’s accounting practices (commonly known as whistleblower procedures). In its consideration of evolving best practices in corporate governance matters, over the past several years among other matters discussed below, the Company has: adopted the Code of Conduct; established a condential procedure for the anonymous submission to the Audit Committee of employee complaints regarding the Company’s accounting practices; established policies and procedures for Audit Committee pre-approval of services provided by the Independent Auditor; amended and updated the charter for the Audit Committee, which prescribes its mandate; updated the charter for the Compensation Committee; and, established a Lead Director position (as discussed in Appendix A and Appendix D).Board committeesThe Board has established two standing committees of directors: the Compensation Committee and the Audit Committee. The Board has established a charter for each committee. From time to time, special committees of the Board may be appointed to consider special issues, in particular, any issues that may involve related party transactions.Compensation CommitteeThe members of the Compensation Committee for the scal year ended July 31, 2015 were,

10 and are currently, Andrew Szonyi (Chair
and are currently, Andrew Szonyi (Chair), John Sartz and Victor Neufeld, all of whom are Independent.The Board believes that the members of the Compensation Committee are qualied to fulll the duties of the Compensation Committee due to their experience and direct involvement in executive compensation decisions. The members of the Compensation Committee have an understanding of executive compensation, including the underlying policies and principles and relevant market practices required for decisions about executive compensation. This knowledge is as a result of the experience of the Compensation Committee members as senior executives, including in many cases, having ultimate responsibility for human resources and compensation. The Compensation CORPORATE GOVERNANCECORPORATE GOVERNANCE 16 REKO INTERNATIONAL GROUP INC.REKO INTERNATIONAL GROUP INC. consistently and coherently. The Company also communicates regularly with its shareholders through annual and quarterly reports. At the Company’s Annual General Meeting of shareholders, a full opportunity is afforded for shareholders to ask questions concerning the Company’s business. Each shareholder and investor inquiry receives a prompt response from an appropriate ofcer of the Company. Information about the Company, including annual reports and interim nancial reports, is also available on the Company’s website at www.rekointl.com and at www.sedar.com. In addition, the Company provides the opportunity for investors to pose questions of senior executives, including the Chief Executive Ofcer and the Chief Financial Ofcer, through email to the Company’s website.Board of Directors’ expectations of managementManagement is responsible for the day-to-day operations of the Company and is expected to implement approved strategic business plans and initiatives within the context of authorized budgets and corporate policies and procedures. The information which management provides to the Board is critical. Management is expected to report regularly to the Board in a comprehensive, accurate and timely fashion on the business and affairs of the Company. The Board monitors the nature of the information requested by and provided to it so that it can effectively identify issues and opportunities for the Company. The Chair of the Board oversees the operation of the Board in a manner that ensures the Board can be adequately informed and can be an effective monitor.At the same time, the Board recognizes that the operations of the Company, its strategies and ultimately, its success, will depend on management being successful. The Board’s job is to monitor and supervise, not to manage and operate the business, and it does not do so.Code of ConductIn January 2009, the Company approved the Code of Conduct in light of its continued commitment to honesty and integrity in the conduct of its business. The Code of Conduct applies to all its employees. In addition, all senior executives, divisional managers, sales representatives, program managers and members of the nance, human resources, purchasing and IT departments must disclose annually their compliance with the Code of Conduct for the previous year and provide written co渟rmation of their intention of compliance for the upcoming year.CORPORATE GOVERNANCE 19 Pursuant to Reko’s by-laws and the Audit Committee’s written Charter, the Audit Committee provides assistance t

11 o the Board in fullling its oversig
o the Board in fullling its oversight responsibilities to Reko’s shareholders with respect to the integrity of Reko’s nancial statements and reports and nancial reporting process.The Committee also annually reviews and reassesses the adequacy of its written Charter. No material revisions were made to the Charter in scal 2015. The Charter is attached as Appendix C.The Committee met 4 times during scal 2015 with representatives of the Independent Auditor at all meetings.Composition of the Audit CommitteeAndrew Szonyi, Chair Financially LiterateJohn Sartz Financially LiterateVictor Neufeld Financially LiterateAuditor independence and Audit FeesThe Audit Committee has discussed with the Independent Auditor its independence from management and Reko, and has considered whether the provision of non-audit services is compatible with maintaining such independence. In order to ensure that such independence is not compromised by engaging it for other services, the Audit Committee has established and maintains a process for the review and pre-approval of all services and related fees paid to the Independent Auditor. Pursuant to this pre-approval process, the Audit Committee approved and Reko paid the following fees to the Independent Auditor for services provided in respect of scal 2015 and scal 2014: ChieᬚExxcEecuCᔚvO�rEecuCᔚvO�&AuditCFeeshAudi琟Feesᴜf eeeEx feeAudi琟Relate搟FeeshQuarterlyCReviewsx᠚feeCPA䈟feesiᨗeex ᰜeAccountin期MattersTa砟FeeshComplianceConsultingu ᰜeAl氟Othe爟FeeshAdvisoryCServicesResearc栟an搟Developmen琟Complianc攟Feesᴜt ceeixi ᰜeIn order to further ensure the independence of the Independent Auditor, the Audit Committee reviews and approves the hiring of partners, employees and former partners and employees of the Independent Auditor who were engaged on the Company’s account within the three prior years.AUDIT COMMITTEE REPORT 20 Other reportable mattersIn connection with Reko’s Consolidated Financial Statements and Management’s Discussion and Analysis of Results of Operations and Financial Positio渠⢓MD&A”) for the scal year ended July 31, 2015, the Audit Committee has: Reviewed and discussed with senior management and the Independent Auditor the audited Consolidated Financial Statements and MD&A, in respect of 2015 and other forms and reports required to be led with the Ontario Securities Commission in respect of the scal year ended July 31, 2015; Discussed with the Independent Auditor the matters required to be discussed by the Canadian Institute of Chartered Accountants Standard 5751 (Communications with Those Having Responsibility for the Financial Reporting Process) (“CICA Standard 5751”); Received and reviewed with the Independent Auditor the written disclosures and related letter from the Independent Auditor required by CICA Standard 5751 and discussed with the Independent Auditor the independence of the Independent Auditor as Reko’s auditor; and, Reviewed with the Independent Auditor its audit report on the Consolidated Financial Statements.Management is responsible for the preparation and presentation of Reko’s nancial statements, the nancial reporting process and the development and maintenance of its systems of internal accounting and administrative cost controls. PricewaterhouseCoopers, LLP is responsible for performing an independe

12 nt audit on and issuing its reports in r
nt audit on and issuing its reports in respect of Reko’s consolidated nancial statements in accordance with Canadian generally accepted auditing standards. The Audit Committee’s responsibility is to monitor and oversee these processes in accordance with its Charter and applicable law.Based on these reviews and discussions, including reviewing of the Independent Auditor’s audit report, the Audit Committee has recommended to the Board and the Board has approved, the inclusion of the audited Consolidated Financial Statements in Reko’s Annual Report, the MD&A and the other forms and reports required to be led with the Ontario Securities Commission in respect of the scal year-ended July 31, 2015.Submitted by the Audit Committee of the Board.REKO INTERNATIONAL GROUP INC.AUDIT COMMITTEE REPORT 23 xcauḛeရ�eDOhEoc᠚eᤛhF�uvg Eᔛ�eDOhEoc᠚eᤛoh�vC ᠚ho ༟ox Ἇi FnᰏuᰍCtFଗefeଏlxἌcἕἌlG uଏ᜞tfeDM Ex᠉ nxfCeDxచan u଎ผc᜜ଏ g$)BaDh᜚g؅ gህu଎ผffxx ଌ oxxfeDࠚExxc g؅VCth᠚aE FxnQḜ᜜f᠗ g؅ ܔ)VCth᠚aE CtᔚafHxn u଎FxDcCfeଏ g؅ g缅ᬋfCt u଎FxDcCfeଏ g؅Dian攟Reko᨟ChieᬚE᠜cutiveOf�ceᄚယDiᄜctorxᰝf(E⤟xxf ᰜe⠕)Ctiᨕfe(ᤩ὎ilNiliᨛeexcc᨝fexᰝu(u⤟(E⤟xiᔚvut⠕)C᠜e(ᤩ὎ilNiliᨛeexic ᰖtCar氟Merton᨟ChieᬚFinanciaਚOf�᜜rxᰝfxif ᰜe⠓)CfiᨕfeNilNili ᰜextO tfexᰝuxᰜ ᰜe(O⤟if iOvNilNili ᰜexit iOvPete爟Gobel᨟Geneᄋl ࠋnagᰑxᰝfiuv ᰜe(c⤟v᠚cEeNilNili ᰜeiOt cEexᰝu(f⤟ivc ᤔi⠗)Cv᠚cEeNilNili ᰜeiOx cxiAndrewCSzonyi Diᄜctorxᰝfic ᰜeNiliu xeeNilNilv᠚xeexᰝuic ᰜeNilii ceeNilNilxᤚceeJoh渟Sartz Diᄜctorxᰝfix ᰜeNiliu xeeNilNilxᔚxeexᰝuix ᰜeNilᤚteeNilNilxiᨕeeVictorCNeufel搚Diᄜctorxᰝfix ᰜeNiliu xeeNilNilxᔚxeexᰝuix ᰜeNilii ceeNilNilxᐚceeEexho茛f Amounts disclosed under the “Bonus” column represent cash bonuses, some of which are mandated by employment contracts. Bonus amounts for the scal year ended July 31, 2015 will be paid in the scal year ended July 31, 2016 and bonus amounts for scal year ended July 31, 2014 were paid in the scal year ended July 31, 2015. Perquisites and other personal benets do not exceed: (i) $15,000 for NEOs (as hereinafter dened) or directors with a total annual salary of $150,000 or less; and (ii) 10% of total annual salary for each of the NEOs with a total annual salary of more than $150,000.Amount includes payments made on behalf of NEOs for Group RRSPs.At July 31, 2014, Ms. Reko’s base salary as Chief Executive Ofcer was $225,000. At July 31, 2014, Mr. Gobel’s base salary was $143,000. Ms. Reko’s 2015 bonus includes a portion related to a contractual amount based on corporate protability ($41,650) plus a discretionary award related to the Company’s new precision machining contract ($20,000). Ms. Reko’s 2014 bonus is an annual Christmas bonus paid to all employees ($200). Mr. Merton’s 2015 bonus includes a portion related to a contractual amount based on corporate protability ($41,650) plus a discretionary award related to the Company’s new precision machining contract ($10,000). Mr. Merton’s 2014 bonus is a contractual amount based on corporate protability ($15,173). Mr. Gobel’s 2015 bonus is based on the protability of the product line Mr. Gobel manages ($32,890).

13 Mr. Gobel’s 2014 bonus is based on th
Mr. Gobel’s 2014 bonus is based on the protability of the product line Mr. Gobel manages ($32,890).Ms. Reko was not paid any committee or meeting fees in her position as director of the Company.DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION 25 24 hFhC� oḛeရ�eDOhEoc᠚eᤛoh�vC ᠚hปa鴛g Ch�xeCปcEܛEheo DCo᠚CDᴚFacefeaDflF᠚aE u଎FxDcCfeଏ c᠖hnefl༞คxn aE hDᴘntle༈ ᜘uhnefᰘc xX᠌uec᠝xX᠌uecx Fజux Fxచcxuhnefl g؅ᴟf᠚aE xX᠌uecxutaceDࠚFneux Fxచcxuhnefl a༚ᴟf᠚aE xX᠌uecx g؅iᰙExఘ༖x BxfW᠘D xX᠌uecx Fజux CDᴚutaceDM Fneu᠚a༚ᴟfx aᤚxXxnuecx g؅fafCᔚVCthx a༚xXxnuecx iCf᠚g؅Dian攟Reko᨟ChieᬚE᠜cutiveOf�ceᄚယDiᄜctorNilNilNilNilNilNilNilCar氟Merton᨟ChieᬚFinanciaਚOf�᜜rNilNilNilNilNilNilNilPete爟Gobel᨟Geneᄋl ࠋnagᰑNilNilNilNilNilNilNilAndrewCSzonyi DiᄜctorNilNilNilNilNilNilNilJoh渟Sartz DiᄜctorNilNilNilNilNilNilNilVictorCNeufel搚DiᄜctorNilNilNilNilNilNilNiloxe�ᴛeO᠚eᤛOucEปcEܛexBhἛ E�hE᠚GḛOucEocfau輚aFfea༚FtCD CoxDixᴚCDᴚnxcfCfxᴚeDuxDfeVx cfau輚aFfea༚FtCDचxEExufeVx oCnuĚv&च�99&चCoxDixᴚCDi nxVecxᴚcxFfxoBxచv6च�997gfH᠚“cfau輚aFfea༚FtCD”)DhoBxచaᤚcxuhnefex᜚fa B᠚ecchxᴚhFa༚xXxnuec᠚aE ahfcfCDieDࠚaFfeaD᜚C᜚CᬚJhtl 3�चvO�rWxeMHfxᴚCVxnἈ᠚xXxnuecx Fneu᠚aᤚahfcfCDieDࠚaFfeaDcDhoBxచaᤚcxuhnefex᜚nxoCeDeDM CVCetCBt᠚EaచEhfhn᠚ecchCDux hDixచxQhefਚᘋoFxDcCfeaD FtCD᜚gxXuthieDࠚDhoBxచuhnnxDftl aḛcfCDᴜ༈)uff ᰜe␝ሙeጘᨛeEThe Stock Option Plan has been approved by the security holders of the Company and there are no equity compensation plans unapproved by security holders.Any option granted under the Stock Option Plan is granted for a maximum of ve years, and is non-transferable. No person may be issued options, which in the aggregate represent ve percent (5%) or more of the issued and outstanding Common Shares of the Company. The exercise price of an option granted under the Stock Option Plan may not be lower than the market price of the subject shares at the time of grant, and not more than 650,000 Common Shares may be issued pursuant to all such options unless shareholder approval is obtained to increase such number. The Board may impose other conditions respecting any option granted, as it might consider xcauḛeရ�eDOhEoc᠚eᤛhF�uvg Eᔛ�eDOhEoc᠚eᤛoh�vC ᠚ho ༟ox Ἇi FଗefeଏflF᠚aE u଎FxDcCfeଏ c᠖hnefl༞คxn aE u଎FxDcCfeଏ ᜘uhnefᰘcG ༞คxn aE hDᴘntle༈ ᜘uhnefᰘc CDi F᠌u᠏fἈ᠚aᤚutCccᴟf᠚aᤚecchx aచMnCDfᰗ᜞᠉ uଏVxn᜜ଏ aచxXxnuecx Fneu᠚g$)utaceDࠚFneux aEᨗxuhneflᨋn hDᴘntle༈ cxuhnefਚaD ᴟf᠚aᤚMnCDf g؅utaceDࠚFneux aEᨗxuhneflᨋn hDᴘntle༈ cxuhnefਚCf lxCಃxDᴚg$)xXFenਚᴟfxDian攟Reko᨟ChieᬚE᠜cutiveOf�ceᄚယDiᄜctorStoc欟option(ᴩCiᰜ ᰜeᴒuᬑNovembe爟u CxᰝuἨO)xሜexሜevምeNovembe爟u CxᰝECar氟Merton᨟ChieᬚFinanciaਚOf�᜜rStoc欟option(x⤟ce ᰜeiምtrNovembe爟u CxᰝuἨO)xሜexሜevምeNovembe爟u CxᰝEPete爟Gobel᨟Geneᄋl ࠋnagᰑStoc欟optionCve ᰜeᰒuurNovembe爟u CxᰝuἨO)xሜexሜevምeNovembe爟u CxᰝEAndrewCSzonyi DiᄜctorStoc欟option⠖)Ἕe eeeᰒifrNovembe爟u CxᰝuἨO

14 )xሜexሜevምeNovembe爟u CxᰝEJoh渟
)xሜexሜevምeNovembe爟u CxᰝEJoh渟Sartz DiᄜctorStoc欟option⠛)Ἕe eeeᰒifrNovembe爟u CxᰝuἨO)xሜexሜevምeNovembe爟u CxᰝEVictorCNeufel搚DiᄜctorStoc欟option⠕)Ἕe eeeᰒifrNovembe爟u CxᰝuἨO)xሜexሜevምeNovembe爟u CxᰝEEexho茛fAt July 31, 2015, Ms. Reko holds a total of 105,000 unexercised stock options for an aggregate of 105,000 Common Shares.At July 31, 2015, Mr. Merton holds a total of 85,000 unexercised stock options for an aggregate of 85,000 Common Shares.At July 31, 2015, Mr. Gobel has bolds a total of 35,000 unexercised stock options for an aggregate of 35,000 Common Shares.At July 31, 2015, Mr. Szonyi holds a total of 15,000 unexercised stock options for an aggregate of 15,000 Common Shares.At July 31, 2015, Mr. Sartz holds a total of 15,000 unexercised stock options for an aggregate of 15,000 Common Shares.At July 31, 2015, Mr. Neufeld holds a total of 15,000 unexercised stock options for an aggregate of 15,000 Common Shares. The stock options granted on November 4, 2014 vest entirely on the grant date, however, they are only exercisable upon the sale of assets of the Company to a third party through one or more transactions with an aggregate purchase price equal to or greater than 65% of the value of the net assets of the Company as at the grant date. The Company granted the remaining outstanding stock options (the “Existing Options”) on October 2, 2013. The Existing Options vested: (i) immediately for directors; and (ii) for employees, 30% immediately, 30% on the rst anniversary of the grant date and 40% on the second anniversary of the grant date. The Existing Options expire after ve years of the grant date.DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATIONDIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION 27 26 Termination provisionsThe employment agreement with Ms. Reko contains a provision for a severance payment, in the event of termination, without cause, in the amount of 24 months wages, payable by the Company at the time of termination. The employment agreement with Mr. Merton contains a provision for a severance payment, in the event of termination without cause, in the amount of 4 months wages plus an additional 2 months wages for each full year of service with the Company, to a maximum of 12 months. In addition, Mr. Merton’s contract includes a change of control provision, which effectively doubles the severance or termination guarantee in a change of control situation followed by termination, for other than just cause, within a two-year period of such change in control. Both payments are payable by the Company at the time of termination. Both contracts include industry standard non-solicitation, non-compete, non-disparagement, and condentiality clauses. Both contracts contain provisions for no severance payment in the event of resignation, termination with cause or retirement. The remaining NEOs’ employment arrangements do not include any provision for termination or change of control benets.For purposes of Mr. Merton’s agreement, the term ‘change of control’ is dened to mean: (i) the acquisition by any person, directly or indirectly, of more than 50% of the Company’s outstanding Common Shares, other than The Reko Family Corporation or its afliates or successors, (ii) any merger, arrangement or similar event where control is transferred, or (iii) any event whereby all or substantially all

15 of the assets of the Company are sold to
of the assets of the Company are sold to a third-party.The maximum total amount potentially payable by Reko pursuant to the employment contracts or arrangements of the NEOs is approximately $0.88 million in the aggregate. No notice, retiring allowance or other severance payment is required where the Company terminates employment for just cause or upon voluntary resignation, absent a change of control. ༟oxf᠌oeDCfeaD B᠏᠙efuHCDM᠚aᤚᘋDfnaᔚBxDxEefᬋfCt($)($)($)Dian攟Reko(ᴩufe ᰜeNil(ᴩufe ᰜeCar氟Merton(ᴩxif ᰜe(ᴩxif ᰜe(ᴩuve ᰜePete爟GobelNilNilNilEexho茛f As of July 31, 2015, represents maximum amount potentially due at any point during scal 2016. appropriate or necessary. In connection with the administration of the Stock Option Plan, the Board has determined that the Board may authorize the Company to make a loan to an option holder to provide the funds necessary to exercise the option. Such a loan may be for a term not exceeding ὶe years and may bear interest at such rate, if any, which the Board determines to be appropriate. Unless otherwise specied by the Board, vesting of options under the Stock Option Plan takes place immediately for directors that are not full-time employees of the Company and, in respect of employees, options vest at a rate of 30% immediately, 30% on the rst anniversary date of the grant, and 40% on the second anniversary date of the grant.Employee Share Purchase Assistance PlanThe Employee Share Purchase Assistance Plan is designed to encourage and assist full-time employees of the Company to purchase Common Shares on a regular basis. Employees who have been continuously employed by the Company for at least one year are able to participate in the Employee Share Purchase Assistance Plan. On a quarterly basis, the Company purchases Common Shares for employees at a price equal to the market value of the Common Shares.In order to assist the employees to acquire shares under the Employee Share Purchase Assistance Plan, the Company provides interest-free loans, to be repaid through payroll deductions, amortized over 52 weeks. The aggregate amount of such share purchase loans outstanding at any such point in time cannot exceed $25,000 for each employee.During the year, the Company did not purchase any shares on the open market under the Employee Share Purchase Assistance Plan on behalf of employees.ḏOue6Dḙx”f�eEovux EtfcEgfDcEctḏḙxfctCḞDḙxoMaterial provisionsThe Company has entered into employment contracts with two of its named executive ofcers ⢓NEOs”, as dened in National Instrument 51-102F6V). Mr. Merton entered into an employment contract with the Company in 2009. Ms. Reko entered into an employment contract with the Company in 2012. These agreements set out the respective duties and responsibilities of, and provide that, each NEO is to receive a base salary, is entitled to receive an annual bonus in an amount equal to a percentage of consolidated net income before income tax of the Company and certain other benets, including termination and change of control benets, and medical, dental, life and disability insurance. These employment agreements provide for, among other things, industry standard covenants in favour of the Company, including covenants not to compete with the Company or solicit its employees for employment for a specied period following termination of the

16 ir employment, as well as condentia
ir employment, as well as condentiality covenants.DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATIONDIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION 29 28 The Board may award special remuneration to any director undertaking any special services on the Company’s behalf other than services ordinarily required by a director. From time to time, options may be granted to directors as indicated under the Stock Option Plan (as hereinafter dened). Directors are also reimbursed for transportation and other expenses incurred for attendance at Board and committee meetings.NEO CompensationNEO compensation is determined by the Board based on the recommendations of the Compensation Committee on an ad hoc basis, generally tied to changes in market conditions. The Compensation Committee considers the skill, ability and experience of each individual NEO and has relied in the past on third party research; analysis of compensation surveys; rst-hand knowledge of compensation levels and practices in the automobile industry; and interviews with management. The Compensation Committee has concluded, after review of industry and Company related criteria that Reko’s NEOs have performed acceptably given the current economic environment.The Company’s compensation strategy is designed to accomplish the following objectives:Align compensation with the overall Company business strategy and business unit goals; Reward executive team members for their contribution to the overall success of the Company and for achievement of planned business and nancial objectives in their own area of responsibility;Attract and retain executive talent able to bring superior management skills to the Company;Implement compensation programs that are cost efcient; Incentivize executives to align their long-term interests with the investment objectives of the Company’s shareholders; and,Avoid and discourage short-term behaviour that is not in the best interests of shareholders.The Company’s objective is to be a protable; highly integrated, technology driven engineering and manufacturing rm providing creative, quality engineered solutions for the transportation and oil & gas markets. Meeting these objectives has required and will continue to require attracting a team of executives who have expertise in manufacturing, innovation, strategy, legal and nancial disciplines. The Company has developed a compensation package to attract such executives that includes cash compensation and benets as well as participation in the protability of the Company both through direct prot participation and participation in the increased value of the enterprise reected in its stock price. As the Company’s prots increase, it is anticipated that an executive’s compensation will increase, providing an alignment of shareholder-owner interests and management interests as value is created for both. If prots decrease, an executive’s overall compensation will generally decrease to base levels. eGhCo tB᠛cEܛgho�C O᠚eᤛeရg Ch�xeἛcEܛEhᰛ�eDOhEoc᠚eEDirector CompensationDirector compensation is determined by the Board based on the recommendations of the Compensation Committee on an ad hoc basis. Director compensation was last reviewed in 2014.The intended goals of the Company’s director compensation strategy are to ensure strong corporate governance and to p

17 romote and support director independence
romote and support director independence, while regularly evaluating and implementing best practices.In order to achieve a balance of interest alignment and independence, compensation of directors has been both a combination of annual retainers, meeting fees, travel expenses associated with attending meetings, and the grant of options.The annual retainer amounts have been established to constitute the majority of the directors’ total compensation from the Company in order to promote independence and objectivity. The factors which have inuenced the level of these retainers are as follows: the relatively small size of the Company; the experience and knowledge of the directors; and the fact that perquisites and special entitlements have never been a part of the Company’s director compensation plan. Acknowledging the additional time demands of the Chair of the Audit Committee and the Lead Director, the retainer for this position is at a higher level than that of the other Board members.The meeting amounts have been recently revised to reect the efciency gained from a smaller board, and from the ability to hold committee meetings in continuity on the same day. These amounts are also intended to appropriately compensate experienced directors for the time that they spend at the Company.Options granted to non-executive directors have a ve-year term, but are exercisable immediately. Since the term of each director expires at each Annual General Meeting, the lack of vesting period on the options should reduce the risk of lost compensation, should a director proactively challenge the management or other Board members and subsequently not be asked to stand for re-election. The decision to grant options is currently based upon a desire to balance the independence of the Board with the desire to align their interests with those of shareholders. Option grants have generally been made in equal quantities to all directors and in conjunction with grants to management and employees. These grants to directors have intentionally not been based upon the operating performance of the Company as this could potentially impair objectivity and potentially compromise the goal setting process used for executive compensation. While there is no requirement for the directors or executive ofcers to own any amount of Common Shares, all of them are currently shareholders. DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATIONDIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION 31 30 assigned by the CEO. Subject to market conditions, it is more likely than not that Mr. Gobel will receive his bonus. The Company does not publicly disclose the targets for subsidiary budgeted operating income and subsidiary return on net assets on the basis that it believes a reasonable person would consider that disclosing such information would seriously prejudice the Company’s interests pursuant to the exemption set out in Form 51-102F6V, Item 2.6(4). In particular, due to the composition of the industry in which Mr. Gobel’s subsidiary operates, disclosing this information is likely to result in a signicant competitive disadvantage for the Company within such industry. The Company denes “operating income” as net income plus/(minus) each of: interest income (expense); foreign exchange gains (losses); and, gains (losses) from the sale of capital assets.All other employees are entitled to participate in a bonus

18 pool established as 3.1% of the operatin
pool established as 3.1% of the operating income of the company in which they are primarily employed.The underlying objective of our bonus structure is to encourage decision making that supports the objectives of the business; that promotes protability and protable growth; and that assists in recruiting and retaining the scarce talent available in our technical business. Each employee’s compensation is directly affected by the protability of the operations over which he or she is responsible.The Company does not currently have a policy on recovery of bonus awards in the event of a restatement of earnings or an adjustment to earnings.All bonus amounts are calculated and listed (by employee) and then are approved by the Compensation Committee of the Board prior to disbursement.Equity participationAnother component of the NEOs’ compensation is direct or indirect equity participation by NEOs. The Compensation Committee believes that NEOs should be motivated to impact the Company’s stock price, to the benet of the shareholders. While driving protability has been their primary focus to achieve this goal, NEOs are encouraged, but not required, to own Reko shares directly or indirectly. Ms. Reko and Mr. Merton own shares of the Company directly, while Mr. Gobel does not.The Compensation Committee believes that incentive compensation in the form of stock option grants could be benecial to attract and retain both senior executives and talent at other levels. The Company’s option plan thus allows grants to employees at all levels of the organization and takes into consideration previous grants when considering awarding new grants. In scal 2015, the Company granted 160,000 options to non-NEO employees, 30,000 options to Mr. Gobel, 80,000 options to Mr. Merton, 100,000 options to Ms. Reko and 10,000 options to each of the directors.Option awards are discretionary, as approved by the Compensation Committee and the Board. The CEO and Chair of the Board has in the past and in the future may request that options be granted for directors, senior executives, or other employees. The Compensation Committee and the Board may consider a variety of factors in exercising discretion, including the compensation philosophy and practices of the Company as described in this Circular; individual or collective management performance; previous grants of options; contributions to the Company’s success; relative position; Elements of compensationThe key elements of the Company’s compensation arrangements for its NEOs include: Base salary; Bonus awards; and Equity participation.NEOs are also entitled to standard benets and perquisites. Base salary and bonuses are governed by employment contracts and formalized bonus plans, while equity participation is negotiated and reviewed more frequently. There are various factors considered when negotiating the compensation arrangements of the Company’s NEOs, which are discussed in detail below. Decisions under one compensation element do not impact the other compensation elements.Base salaryThe Company provides a base salary so that NEOs have a regular dened and certain income. Competitive base salaries are important in attracting and retaining executives. Base salaries for scal 2015, have been established to reect: (i) individual performance and achievement; (ii) the increased responsibilities characterized by a publ

19 ic company; (iii) compensation levels wh
ic company; (iii) compensation levels which such individuals could attract in the senior executive or professional market for their services; and, (iv) levels that are appropriately higher than those earned by their direct reports. At the end of scal 2015 Ms. Reko’s base salary was $225,000, Mr. Merton’s base salary was $215,000 and Mr. Gobel’s base salary was $135,000. Base salaries of our other employees are set out in the employee’s employment contract or letter of employment.A portion of the cash compensation for NEOs is in the form of direct prot participation, generally in the form of a percentage of prot. As prots increase, so does compensation. If prots decline, so does this variable element of compensation. Thus, NEOs are encouraged to grow corporate prots, an objective that is aligned with the interests of the Company’s stakeholders. Similar approaches to direct prot participation are present at other levels of the organization in addition to the executive level. For NEOs with employment contracts, the negotiated percentages do not uctuate, although the amount of the bonus will uctuate as prots uctuate. The pre-tax prot calculation excludes extraordinary items, as determined by the Company’s Independent Auditor. Both Ms. Reko and Mr. Merton’s employment contracts contain bonus calculations based on 0.8% of pre-tax prot up to $5,000,000 and 0.4% thereafter. Mr. Merton’s bonus is capped at $100,000 while Ms. Reko’s bonus does not include a cap. Mr. Gobel’s bonus is calculated based on a percentage of his salary for achievement of each of a number of goals. The bonus is calculated as 10% of his salary for attainment of budgeted operating income for the division for which he is responsible, 10% of his salary for attainment of a 15% return on net assets for his subsidiary, as well as up to 3% of his salary for achievement of various goals DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATIONDIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION 32 REKO INTERNATIONAL GROUP INC.years of service; and general compensation trends.The Stock Option Plan is intended to promote the interests of the Company and its shareholders by making provision for stock options as an additional incentive to attract, retain and motivate full-time ofcers, key employees and directors who will make important contributions to the success of the Company. The Compensation Committee believes that incentive compensation in the form of stock option grants is and has been benecial and necessary to attract and retain directors, senior executives and managerial talents at other levels.Perquisites and personal beneṴsThe primary purpose of providing benets and limited perquisites to the NEOs is to attract and retain the talent to manage the Company. Perquisites and personal benets for NEOs are consistent with established corporate wide benets available to all employees, save and except for car allowances (which do not exceed $7,200 a year) and re-imbursement of gasoline purchases for automobiles used for business purposes (approximately $3,000 a year) available to certain members of management, which includes each of the NEOs.Ohᤎ ᰙfOucᤎThe Company does not maintain a dened benet pension plan for any of its employees, including the NEOs. The Company does offer an individual based Group RRSP policy (the “C

20 anadian Policy”) and a 401(k) progr
anadian Policy”) and a 401(k) program (the “U.S. Plan”) to its employees.The Canadian Policy provides a Company contribution, up to a maximum of $1,500 per year, based on years of service. The Company’s contribution is provided by the Company to the provider of the Canadian Policy for application to the employee’s account. Once in the employee’s account, the investment decision and the decision of when to redeem the funds are both at the sole discretion of the employee. The Company does not have access to information on the accumulated value for any NEO. Accordingly, the Company has only disclosed the contributions made to the Canadian Policy by the Company on behalf of the NEOs in the “All Other Compensation” column in the Executive Ofcer Compensation table on page 23.The U.S. Plan provides a Company contribution of 3% of the employee’s annual salary, exclusive of bonus, effective the day the employee joins the U.S. Plan. The Company believes that the U.S. Plan represents a dened contribution plan; however none of the NEOs are eligible under the U.S. Plan.Submitted by the Compensation Committee of the Board. Andrew Szonyi, Compensation Committee Chair John Sartz, Compensation Committee Member Victor Neufeld, Compensation Committee MemberDIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION 35 34 Indebtedness of Directors, Executive Oὣers, and Employees None of Reko’s present or former directors or executive ofcers was indebted as of the date of this Circular or at any time preceding the date of this Circular during 2015 to Reko or its subsidiaries.None of Reko’s nor any of its subsidiaries’ present or former employees was indebted as of the date of this Circular or at any time preceding the date of this Circular to Reko or its subsidiaries in connection with the purchase of Reko’s securities. As at the Record Date, the aggregate amount of indebtedness to Reko and its subsidiaries, incurred other than in connection with the purchase of securities of Reko was $Nil, in the case of present or former employees.Other matters to be acted uponThe management of the Company knows of no matters that may be brought before the Meeting other than those referred to in the Notice. However, if other matters are properly brought before the Meeting, the persons named in the mailed proxy intend, in their discretion, to vote on them in accordance with the judgement of the person so voting.ADDITIONAL INFORMATIONOTHER MATTERSEeCDcᘛ�evCoḛ oovhἛa gThe Company did not have an open Normal Course Issuer Bid at any time during scal 2015.& EcE� cᘛ E&eCDc᠚eEFinancial information is provided in the Company’s comparative nancial statements and MD&A for its most recently completed nancial year.g Ch�xeCo蔛cEܛe&& �hCo蔛 EovCcE�hReko’s directors’ and ofcers’ liability insurance continues in place for the upcoming year. This insurance provides, among other coverages, coverage up to $15 million for ofcers and directors of Reko and its subsidiaries. This policy does not provide coverage for losses arising from the intentional breach of duciary responsibilities under statutory or common law or from violations of or the enforcement of pollutant laws and regulations. The aggregate premium payable in respect of the policy year was $24,500.oBcChBeughἛOCeOeocuปcEܛ񦀆

21 9;eDDvE �c᠚eEoProposals of
9;eDDvE �c᠚eEoProposals of shareholders intended to be presented at the Annual General Meeting of Shareholders to be held in calendar 2016 must be received by Reko at its principal executive ofces for inclusion in its Management Information Circular/Proxy Statement on or before October 1, 2016.�eExc�᠚EᔛxBḛaecCܛeရg Ch�xeCoShareholders wishing to communicate with any director of the Company may do so by contacting Reko’s corporate secretary at its corporate headquarters at 469 Silver Creek Industrial Drive, Lakeshore, Ontario N8N 4W2, telephone (519) 727-3287.cOOCeGcᘛeရ� C�vucCThe contents of this Circular have been approved and its distribution has been authorized by the Board.cgg ᠚eEcᘛ E&eCDc᠚eEAdditional information relating to the Company can be found under Reko’s Company Prole at www.sedar.com. For copies of documents (free of charge), please contact the Investor Relations Department at (519) 727-3287, or at 469 Silver Creek Industrial Drive, Lakeshore, Ontario, N8N 4W2, or via e-mail at irelations@rekointl.com.Dated this 19th day of October, 2015 By order of the Board of Directors “Diane Reko鐬 37 �eCOeCcxḛteGhCEcE�ḛg o�ueovChg᨟h�xᰟfᨙghOhEghE�hDetails with respect to the identity of directors who are Independent, identity of directors who are not Independent and the basis for that determination, disclosures as to whether or not the majority of directors are Independent, disclosures with respect to directors who are presently directors of other reporting issuers and disclosures with respect to the attendance records of each director for all Board meetings held since the beginning of our most recently completed nancial year are included in pages 8 and 9 and by reference hereto are considered disclosed herein. We note that the Independent directors of the Board do not hold regularly scheduled meetings but meet on an ad-hoc basis as and when it is determined relevant.Board members are encouraged to independently review and comment on the business of the Company. The Board has free access to the Company’s external auditor, legal counsel and to any of the Company’s ofcers. Board committees can and do meet independently of management in fullling their mandates and making recommendations to the Board. To assist in fostering proper input of Independent directors and Independent director participation in Board decisions, in addition to and apart from Board committee mandates, the Board established a Lead Director position in 2008. The Lead Director’s mandate is attached as Appendix D hereto.aeᜟgf༗EgcxhDcEgcxḛeရxBḛaecCܛeရg Ch�xeCoThe directors are elected by the shareholders and are committed to the oversight of the assets and affairs of the Company, including responsibility for, to the extent feasible, satisfying itself as to the integrity of the CEO and other senior ofcers. The Board seeks to discharge this responsibility by reviewing, discussing and approving the Company’s strategic planning and organizational structure to enhance and preserve the assets of the Company and the underlying value of the Company.hFOh�xc᠚eEปeရDcEcthDhExThe Board expects management to provide information in a timely manner and maintain processes, which enable the Board to identify issues

22 , challenges, and opportunities for the
, challenges, and opportunities for the Company and to otherwise discharge its responsibilities.gv᠚hปeရg Ch�xeCoThe Board discharges its responsibility for oversight by delegating to the Company’s senior ofcers the responsibility for day-to-day management of the Company. The Board discharges its responsibilities both directly and through its committees: the Audit Committee and the Compensation Committee. In addition to these regular committees, the Board may appoint ad hoc committees periodically to address issues of a more short-term nature. The Board’s primary roles are overseeing corporate performance and attempting to provide for the quality, depth and continuity of APPENDIX A 3938 C oifDcEctḏḙx The Board is dependent upon management for the identication of principal risks of the Company’s business and is responsible for overseeing the implementation of appropriate systems to effectively monitor and manage those risks with a view to the long-term viability of the Company and achieving a proper balance between risks incurred and the potential return to the Company’s shareholders.ḙG CeEDḙxcufeGḟo tИ The Board is responsible for the implementation of appropriate environmental stewardship and health and safety management systems that are sufcient within the terms and practices of its industries, to ensure compliance with applicable laws and Company policies.Oeu � hปcEܛOCe�hgvCho The Board is responsible for: Approving and reviewing compliance with all signicant policies and procedures by which the Company is operated; and Approving policies and procedures designed to ensure that the Company operates within applicable laws and regulations and in accordance with ethical and moral standards. The Board shall enforce its policy respecting condential treatment of the Company’s proprietary information and the condentiality of Board deliberations.�eDDvE �c᠚eEปcEܛChOeC᠚Et The Board has approved and will review, from time to time, as circumstances warrant, a Corporate Disclosure Policy to address communications with shareholders, employees, nancial analysts, governments and regulatory authorities, the media and the communities in which the business of the Company is conducted.The Board is responsible for: Overseeing that the nancial results and related, required legal disclosure are reported timely, fairly, and in accordance with generally accepted accounting principles; and Overseeing the Company’s implementation of systems to accommodate feedback from �eCጜCcxhfteGhCEcE�hThe Board is responsible for adopting and enforcing good corporate governance practices and processes. Annually, it reviews and approves the Corporate Governance Disclosure as found in this Circular. management needed to meet the Company’s strategic objectives. Other principal duties include, but are not limited to, the following categories:cOOe ExDhE᠛eရDcEcthDhE᠛cEܛov��hoo eᤛOucEE Et The Board is responsible for the appointment of the Chief Executive Ofcer and the other ofcers of the Company. The Independent members of the Board are responsible for approving the compensation of the Chief Executive Ofcer and the other ofcers of the Company. The Board, from time to time, delegates to senior management the authority to enter into

23 transactions, such as nancial tran
transactions, such as nancial transactions, subject to specied limits. Investments and other expenditures above the specied limits, and material transactions outside the ordinary course of business are reviewed by, and are subject to, the prior approval of the Board. The Board oversees that succession-planning programs are in place, including programs to train and develop management. The Board is responsible for approving management’s succession plans for the Chief Executive Ofcer and the other ofcers of the Company.aecCܛeCᔗE Zc᠚eE The Board retains responsibility for managing its own affairs. The Board may delegate to Board committees matters for which the Board is responsible. It retains ultimate responsibility for such delegated duties.oxCcxht ማOucEE Et The Board is responsible for reviewing the nancial and strategic plans of the Company.The Board will consider alternate strategies in response to possible change of control transactions or take-over bids with a view to maximizing value for shareholders.DeE xeC Eᔛeရ& EcE� cᘛOhC&eCDcE�ḛcEܛexBhἛ& EcE� cufChOeC᠚EᔛDcxxhCo The Board is responsible for reviewing and approving the annual audited consolidated nancial statements and the interim consolidated nancial statements, and the notes and Management’s Discussion and Analysis accompanying such nancial statements. The Board is responsible for reviewing and approving material transactions outside the ordinary course of business and those matters which the Board is required to approve under the Company’s governing statute, including the payment of dividends, the issuance, purchase and redemption of securities, acquisitions and dispositions of material capital assets and material capital expenditures.APPENDIX A APPENDIX A 4140 The Board monitors compliance with its Code of Ethics by reports from management, or from reports to the whistleblower line. The contact person for the whistleblower function is currently the Chair of the Audit Committee. The Board will therefore be well apprised of any concerns expressed by this means. To the knowledge of the Board, there have been no departures from the Code of Ethics. The Audit Chair is an Independent director, and his contact information is available in the Whistleblower Policy, available on our website. Any stakeholder may provide feedback to the Board through him.Ofcers in attendance at Board meetings are expected to report any material changes or conicts of interest, and directors are expected to abstain from voting on issues in which they have a material interest. The Board ensures that directors exercise independent judgement by asking directors with a material interest in transactions to abstain from voting. As well, when board members interact with management, they encourage and promote a culture of ethical business conduct.Eᰏᨙcx ᰙfᰐfg᨟h�xᰟoAlthough the Board does not have a nominating committee, the Board has an objective nomination process, since any Board member is free to submit names of potential new candidates when there is a Board vacancy. The evaluation of those nominees is done by the full Board, with a view to enhancing the required competencies of the board at that point in time.�ᰏOhᤎcx ᰙAll compensation for directors and ofcers is approved through the Board’s Compensation C

24 ommittee. The Board determines compensa
ommittee. The Board determines compensation for the directors and executive ofcers by reviewing the recommendations of the Board’s Compensation Committee. They review the meeting fees and retainer fees relative to similar sized public companies through multiple sources, including the survey Corporate Board Governance and Director Compensation in Canada, published by Korn Ferry in partnership with Patrick O’Callaghan & Associates, while also considering risks and responsibilities. Directors’ and executive ofcers’ compensation is also approved by the Board’s Compensation Committee, based upon market factors and level of responsibility. All of the members of the Compensation Committee are Independent. Discussion of directors’ compensation can be found on pages 29 and 30 of this Circular and NEOs’ compensation can be found on page 23 of this Circular. There is no minimum-security ownership requirement for ofcers and directors.coohooDḙxoThe Board conducted their rst assessment of members of the Board during scal 2011. The assessment was conducted via condential surveys, with the results aggregated and any comments disclosed. It was determined that the board and committees are performing effectively. These steps were taken by the Board to satisfy itself that the board, its committees and individual directors were performing effectively. ExhtC x鴛eရ ExhCEcᘛ�eExCeuปcEܛDcEcthDhExᬚE&eCDc᠚eᤛo6oxhDo The Board is responsible for monitoring the efciency and the integrity of the Company’s internal controls and information systems.The Board of Directors has reviewed this Mandate on October 9, 2015.Oeo x ᰙfgḎ�Cᨓx ᰙoThe Board does not have written position descriptions for the Chair, or for the Chair of any Board committee. Because of their experience levels, the aforementioned Chairs understand their role and responsibilities. All directors are responsible for regular board attendance and advance review of meeting materials. g᨟h�xᰟfᰟ᨞Excx ᰙfThere is an orientation meeting held by executive management for each new director. The orientation meeting includes presentations by executive management on business operations, corporate strategies and key risks of the business. New directors are provided with an information package on the Company’s business, its strategic and operational business plans, its operating performance, its governance system and its nancial position. New directors are also provided with the Board mandate, committee terms of reference, codes of conduct and applicable policies. Annually, each member is involved in the review of the mandate for either the full Board, or for the committee to which they belong, or both. Members of the Board are welcome to visit any of the Company’s facilities at their convenience. Due to their tenure with the Board, many members are quite familiar with the Company’s operations.�ᰙxᨙvᨙtfhgᐒcx ᰙThe Company will pay for continuing education for directors if they nd appropriate programs related to their directorship. As part of continuing education, executive management makes regular presentations to the Board on the main areas of the Company’s business. As well, when orientation meetings are held, existing directors are invited to attend the sessions too. In addition, directors are given the op

25 portunity for extensive tours of the fac
portunity for extensive tours of the facilities of the Company and its subsidiaries which include presentations on products being developed at those facilities.hxB �cᘛavo Ehoป�eEgv�xThe Company has adopted a Code of Ethics. It is available on the Internet either under the Company’s lings on SEDAR (www.sedar.com) or on the Reko website (www.rekointl.com) in the Investor Relations area. The Company also will send you a copy free of charge, if requested.APPENDIX A APPENDIX A 4342 aecCgf�eDD x᠞hoThe full Board has assumed responsibility for corporate governance issues and has approved this Corporate Governance Disclosure. As well, it is responsible to ensure that corporate objectives of the CEO are consistent with those of the Company’s stakeholders.gh� o᨜EปCh“v C EᔛaecCܛcOOCeGcuIn addition to those matters that must, by law, be approved by the Board, management is also required to seek Board approval for any disposition or purchase of a capital nature in excess of $3,000,000. Management is also required to consult with the Board before entering into any venture, which is outside of the Company’s existing business.hFOh�xcx᨜EปeရDcEcthDhExThe information which management provides to the Board is critical. Directors must have condence in the data gathering, analysis and reporting functions of management. The Audit Committee of the Board monitors the nature of information requested by, and provided to, the Board so that it is able to determine if the Board can be more effective identifying problems and opportunities for the Company.APPENDIX A �eDOḙocx eEf�eDD xxḞf�BcCxḟOvCጜพThe Compensation Committee is appointed by the Board to review and approve the Company’s compensation and benet programs and activities.�eDD x᠞hfDḏaḟoB OThe Committee shall be comprised of the three Independent directors. Dhhx ᤕoThe Committee shall meet as often as its members deem necessary to perform the Committee’s responsibilities, but at least annually.�ᰏD xxhhfCḎOᰙoᨋᨖ x᨞oThe Committee shall:Evaluate the performance of, and determine the compensation of, the CEO;Approve all salary, bonus, and long-term incentive awards for executive ofcers and directors; Review and recommend all equity-based compensation plans to the full Board and approve all grants and awards thereunder; Approve the annual committee report on executive compensation for inclusion in the Company’s proxy circular.The Committee will have the authority to retain compensation consultants and other professional advisors to assist it in carrying out its responsibilities.The Committee will review and re-assess the adequacy of this charter annually.The Compensation Committee has reviewed this Charter on October 9, 2015.APPENDIX B 4544 cvg xf�eDD xxḞf�BcCxḟAudit Committee purpose The Audit Committee is appointed by the Board to assist the Board in fullling its oversight responsibilities. The Audit Committee’s primary duties and responsibilities are to: Identify and monitor the management of the principal risks that could impact the nancial reporting of the Company; Monitor the integrity of the Company’s nancial reporting process and system of internal controls regarding nancial reporting and accounting complian

26 ce, as well as the Company’s processes
ce, as well as the Company’s processes for identifying and reporting fraud or illegal acts; Monitor the independence and performance of the Company’s external auditors and internal auditing department; and Provide an avenue of communication among the external auditors, management, and the Board.The Audit Committee has the authority to conduct any investigation appropriate to fullling its responsibilities, and it has direct access to the external auditors as well as anyone in the organization. The Audit Committee has the ability to retain, at the Company’s expense, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.II. Audit Committee composition and meetings Audit Committee members shall meet the requirements of the Business Corporations Act (Ontario) and the stock exchange on which the Company is listed. The Audit Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be outside directors who are unrelated, free from any relationship that, in the opinion of the Board, may interfere with the exercise of his or her independent judgment as a member of the Committee or independence from management and the Company. All members of the Committee shall be nancially literate, being dened as able to read and understand basic nancial statements, and at least one member of the Committee shall have accounting or related nancial management expertise. Audit Committee members shall be appointed by the Board on recommendation from the nominating process. If an Audit Committee Chair is not designated or present, the members of the Committee may designate a Chair by majority vote of the Committee membership.The Committee shall meet at least four times annually, or more frequently as circumstances dictate, with meetings to be free of time constraints. The Audit Committee Chair shall prepare and/or approve an agenda in advance of each meeting. For a portion of each meeting, this Committee meets privately in executive session with the external auditors and as a committee to discuss any matters APPENDIX C that the Committee, or each of these groups, believe should be discussed as appropriate. In addition, the Committee, or at least its Chair, should communicate with management and the external auditors quarterly to review the Company’s interim nancial statements and signicant ndings based upon the auditors’ review procedures.III. Audit Committee responsibilities and dutiesChG h逛OCe�hgvCho Review and reassess the adequacy of this Charter at least annually and submit the Charter to the Board for approval. Review the Company’s quarterly and annual audited nancial statements and management’s discussion and analysis and other disclosure documents containing nancial information that would likely be material to either the quarterly or annual statements prior to their approval by the Board and release to the public. Review should include discussion with management and external auditors of signicant issues regarding accounting principles, practices and signicant Annually, in consultation with management and external auditors, oversee the integrity of the Company’s nancial reporting processes and controls. Discuss signicant nancial risk exposures and the steps management has taken to monitor, control, and r

27 eport such exposures. Review signi
eport such exposures. Review signicant ndings prepared by the external auditors, together with management’s responses. While it is management’s responsibility to design and implement an effective system of internal control, it is the responsibility of the Audit Committee to ensure that management has done so. To this end, management is to provide the Audit Committee annually a formal report on internal control, which should set out the role of the external auditors and the internal auditor/controller/CFO in providing information and assurances to the Audit Committee. Review the effectiveness of the overall process for identifying the principal business risks affecting nancial reporting and the Company as a whole. Oversee the Company’s management of the principal business risks and that they are complete and fairly presented and provide the Committee’s view to the Board. Review with nancial management and the external auditors the Company’s quarterly nancial results and related documents prior to the release of earnings and/or the Company’s quarterly nancial statements prior to ling or distribution. Discuss any signicant changes to the Company’s accounting principles. The Chair of the Committee may represent the entire Audit Committee for purposes of this review. Periodically, assess the adequacy of procedures for the review of public disclosure of nancial information extracted or derived from the nancial statements.APPENDIX C APPENDIX C APPENDIX C 4746 hFxhCEcᘛcvg xeCo The external auditors are ultimately accountable to the Audit Committee and the Board, as representatives of the shareholders. The Audit Committee shall review the independence and performance of the auditors and annually recommend to the Board the appointment of the external auditors or approve any discharge of auditors when circumstances warrant. The Audit Committee shall approve all auditing fees and other signicant compensation to be paid to the external auditors. The Audit Committee has adopted a pre-approval policy for the engagement of non-audit services. Services less than CAD $10,000 in value are pre-approved provided that the Audit Committee is advised of all such services. On an annual basis, the Committee shall review and discuss with the external auditors all signicant relationships they have with the Company that could impair the auditors’ independence, as well as assess their working relationship with management. Review the external auditors’ audit plan – discuss and approve audit scope, stafng, locations, reliance upon management, and internal audit and general audit approach. Prior to releasing the year-end earnings, discuss the results of the audit with the external auditors. Discuss certain matters with the auditors that are required to be communicated to audit committees in accordance with the standards established by the Canadian Institute of Chartered Accountants. Consider the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in the Company’s nancial reporting. Resolve disagreements between management and the external auditor regarding nancial reporting.uhᔗᘛ�eDOu cE�h On at least an annual basis, review with the Company’s counsel any legal matters that could have a signicant impact on the

28 organization’s nancial statement
organization’s nancial statements, the Company’s compliance with applicable laws and regulations, and inquiries received from regulators or governmental exBhἛcvg ᠛�eDD xxhḛChoOeEo a u ᠚ho Annually assess the effectiveness of the Committee against its Charter and report the results of the assessment to the Board.Prepare and disclose a summary of the Charter to shareholders. Perform any other activities consistent with this Charter, the Company’s by-laws, and governing law, as the Committee or the Board deems necessary or appropriate.APPENDIX C Maintain minutes of meetings and regularly report to the Board on signicant results of the foregoing activities. Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls, or auditing matters and for the condential, anonymous submission by employees of the Company of concerns regarding questionable Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees, of the present and former external auditors. 9cᨉḟo The Audit Committee, at its sole discretion, may choose to waive disciplinary action in response to non-compliance with the Code. Reko International Group Inc. promptly will disclose any such waivers granted to any of its executive ofcers, senior nancial ofcers, or directors as required under applicable law and regulation.The Audit Committee has reviewed this Charter on June 4, 2015.APPENDIX C APPENDIX C APPENDIX C 48 uhcܛg Ch�xeἛDcEgcxhThe Independent directors of the Board are represented by an Independent director (the “Lead Director”) who is responsible to support the effective performance of the Independent directors on the Board.CḎOᰙoᨋᨖ x᨞oThe Lead Director has the following responsibilities:9 xЛChoOh�᠛xᰛ EghOhEghE᠛g Ch�xeἛh&&h�᠚GhEhoo Taking all reasonable steps to ensure that the Independent directors work as a cohesive team within the Board and providing the leadership essential to achieve this. Arranging for adequate resources being available to the Independent directors (in particular timely and relevant information) to support their work. Providing input on agenda items for Board meetings that are requested by Independent directors.9 xЛChoOh�᠛xᰛ EghOhEghE᠛g Ch�xeἛDcEcthDhEx Chairing meetings of the Independent directors (outside of Board committee work of those Independent directors). Taking all reasonable steps to ensure that the conduct of Board meetings facilitates discussions and provides adequate time for effective study and discussion of the business under consideration by the Independent directors. Taking all reasonable steps to ensure that the Independent directors meet periodically without management and other non-Independent directors present.9 xЛChoOh�᠛xᰛxBḛChuc᠚eEoB ጛahx9hhᤛxBḛaecCܛcEܛxBhf Egḓḙgḙxfg Ch�xeCo Taking all reasonable steps to ensure that the expectations of the Board toward the Independent directors are clearly expressed, understood and respected. Acting as liaison between the Board and the Independent directors outside of normal Board committee mandates. This involves working closely with the Chair of the Board to ensure that the Company is building a healthy governanc